UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

                                       [X]
 Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
           Act of 1934for the quarterly period ended February 28, 2001
                                       OR
                                       [ ]
                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        for the transition period from to
                         Commission file number 0-19603

                         Centennial Communications Corp.
             (Exact name of registrant as specified in its charter)

        Delaware                                               06-1242753
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                           3349 Route 138, Building A
                                 Wall, NJ 07719
          (Address of principal executive offices, including zip code)
                                 (732) 556-2200
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                 YES [X] NO [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

Common stock - 94,816,011 outstanding shares as of April 10, 2001

<PAGE>


                         Part I - Financial Information

Item 1. - Financial Statements

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                               February 28,
                                                                                   2001                May 31,
                                                                                (Unaudited)             2000
                                                                           --------------------- -------------------

<S>                                                                        <C>                   <C>
ASSETS

CURRENT ASSETS:
      Cash and cash equivalents                                            $             19,426  $           12,879
      Short-term investments                                                             71,882                   -
      Restricted investments                                                                  -              19,888
      Accounts receivable, less allowance for doubtful
          accounts of  $8,682 and $6,539, respectively                                   78,530              69,692
      Inventory - phones and accessories, less allowance for
          obsolescence of $1,075 and $1,052, respectively                                17,625              10,835
      Prepaid expenses and other current assets                                           8,091               6,452
                                                                           --------------------- -------------------

        TOTAL CURRENT ASSETS                                                            195,554             119,746

PROPERTY, PLANT AND EQUIPMENT - net                                                     537,144             398,345

EQUITY INVESTMENTS IN WIRELESS SYSTEMS - net                                              2,062              72,894

DEBT ISSUANCE COSTS, less accumulated amortization of
       $15,897 and $10,112, respectively                                                 50,324              56,109

DOMESTIC CELLULAR LICENSES, less accumulated
      amortization of $291,976 and $304,922, respectively                               267,995             241,855

CARIBBEAN WIRELESS LICENSES, less accumulated
      amortization of $7,055 and $5,462, respectively                                   120,703             122,297

GOODWILL, less accumulated amortization of $27,251
      and $34,462, respectively                                                         215,788             137,545

OTHER ASSETS - net                                                                       41,992              23,942
                                                                           --------------------- -------------------

        TOTAL                                                              $          1,431,562  $        1,172,733
                                                                           ===================== ===================

</TABLE>

            See notes to condensed consolidated financial statements

                                        1

<PAGE>



                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)
                    (Amounts in thousands, except share data)
<TABLE>
<CAPTION>
                                                                                            February 28,
                                                                                                2001                 May 31,
                                                                                            (Unaudited)               2000
                                                                                         --------------------   -------------------

<S>                                                                                      <C>                    <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
        Current portion of long-term debt                                                $            19,059    $           11,725
        Short-term debt                                                                                    -                 6,688
        Accounts payable                                                                              18,531                32,238
        Accrued expenses and other current liabilities                                               192,340               106,943
        Payable to affiliates                                                                            125                   125
                                                                                         --------------------   -------------------

                TOTAL CURRENT LIABILITIES                                                            230,055               157,719

LONG-TERM DEBT                                                                                     1,514,048             1,566,048

DEFERRED FEDERAL INCOME TAXES                                                                         38,787                     -

MINORITY INTEREST IN SUBSIDIARIES                                                                     20,813                25,296

COMMON STOCKHOLDERS' EQUITY (DEFICIT):
        Common stock par value $.01 per share:
                1 vote per share, 150,000,000 shares authorized;
                 issued, 94,861,614 and 94,413,714 shares, respectively;
                 and outstanding 94,791,111 and 94,343,211 shares, respectively                          949                   944
        Common stock issuable                                                                              -                 2,355
        Additional paid-in capital                                                                   430,958               426,675
        Accumulated deficit                                                                         (802,754)           (1,004,910)
                                                                                         --------------------   -------------------
                                                                                                    (370,847)             (574,936)
        Less:  Cost of 70,503 common shares in treasury                                               (1,077)               (1,077)
        Deferred compensation                                                                           (217)                 (317)
                                                                                         --------------------   -------------------

                TOTAL COMMON STOCKHOLDERS' EQUITY (DEFICIT)                                         (372,141)             (576,330)
                                                                                         --------------------   -------------------

                                TOTAL                                                    $         1,431,562   $         1,172,733
                                                                                         ====================   ===================

</TABLE>

            See notes to condensed consolidated financial statements

                                        2

<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                  (Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                          Three Months Ended               Nine Months Ended
                                                                --------------------------------  --------------------------------
                                                                  February 28,     February 29,     February 28,     February 29,
                                                                      2001             2000            2001             2000
                                                                ---------------  ---------------  ---------------  ---------------
<S>                                                             <C>              <C>              <C>               <C>
REVENUE:
       Service revenue                                          $      141,500   $      121,636   $      427,789   $      353,166
       Equipment sales                                                   6,832            5,985           20,148           15,257
                                                                ---------------  ---------------  ---------------  ---------------
                                                                       148,332          127,621          447,937          368,423
                                                                ---------------  ---------------  ---------------  ---------------

COSTS AND EXPENSES:
       Cost of equipment sold                                           16,085           10,584           35,819           25,548
       Cost of services                                                 25,334           15,991           70,751           46,407
       Sales and marketing                                              23,724           21,137           68,343           58,135
       General and administrative                                       26,871           26,562           79,834           67,034
       Depreciation and amortization                                    30,880           21,684           80,618           60,323
      (Gain) loss on disposition of assets                              (6,364)              51         (369,708)              51
                                                                ---------------  ---------------  ---------------  ---------------
                                                                       116,530           96,009          (34,343)         257,498
                                                                ---------------  ---------------  ---------------  ---------------

OPERATING INCOME                                                        31,802           31,612          482,280          110,925
                                                                ---------------  ---------------  ---------------  ---------------

INCOME FROM EQUITY INVESTMENTS                                          (1,547)           3,667            8,082           11,007
INTEREST EXPENSE -  NET                                                (36,235)         (37,918)        (120,320)        (110,347)
OTHER                                                                      184                -              184                -
                                                                ---------------  ---------------  ---------------  ---------------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST           (5,796)          (2,639)         370,226           11,585

INCOME TAX EXPENSE                                                      (1,449)            (630)        (174,353)          (2,186)
                                                                ---------------  ---------------  ---------------  ---------------

       INCOME (LOSS) BEFORE MINORITY INTEREST                           (7,245)          (3,269)         195,873            9,399

MINORITY INTEREST IN LOSS OF SUBSIDIARIES                                3,310               26            6,283               86
                                                                ---------------  ---------------  ---------------  ---------------

       NET INCOME (LOSS)                                        $       (3,935)  $       (3,243)  $      202,156   $        9,485
                                                                ===============  ===============  ===============  ===============

EARNINGS (LOSS) PER COMMON SHARE:
           BASIC                                                $        (0.04)  $        (0.03)  $         2.14   $         0.10
                                                                ===============  ===============  ===============  ===============
           DILUTED                                              $        (0.04)  $        (0.03)  $         2.09   $         0.10
                                                                ===============  ===============  ===============  ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
       OUTSTANDING DURING THE PERIOD:
           BASIC                                                        94,656           94,194           94,558           93,860
                                                                ===============  ===============  ===============  ===============
           DILUTED                                                      94,656           94,194           96,865           96,120
                                                                ===============  ===============  ===============  ===============

</TABLE>
            See notes to condensed consolidated financial statements

                                        3
<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (DEFICIT)
                    (Amounts in thousands, except share data)
<TABLE>
<CAPTION>
                                                                Common    Additional
                                               Common Stock      Stock      Paid-In    Treasury  Deferred  Accumulated
                                          ---------------------                                   Compen-
                                             Shares    Dollars  Issuable    Capital      Stock    sation     Deficit        Total
                                          ------------ -------- --------- ----------- --------- ---------- ------------- -----------
<S>                                        <C>         <C>      <C>       <C>         <C>       <C>        <C>           <C>
Balance at June 1, 1999                    93,673,386  $   937  $      -  $  418,749  $ (1,077) $       -  $ (1,021,587) $ (602,978)

Common stock issued in conjunction
   with acquisitions                          420,000        4         -       5,226         -          -             -       5,230

Common stock issued in
   connection with incentive plans            295,680        3         -       1,390         -          -             -       1,393

Deferred compensation                          24,648        -         -         438         -       (438)            -           -

Amortization of deferred compensation               -        -         -           -         -        121             -         121

Income tax benefit from stock options
   exercised                                        -        -         -         872         -          -             -         872

Common stock issuable                               -        -     2,355           -         -          -             -       2,355

Net income                                          -        -         -           -         -          -        16,677      16,677
                                          ------------ -------- --------- ----------- --------- ---------- ------------- -----------

Balance at May 31, 2000                    94,413,714      944     2,355     426,675    (1,077)      (317)   (1,004,910)   (576,330)

Common stock issued in conjunction
   with acquisitions                          120,000        1    (2,355)      2,354         -          -             -           -

Common stock issued in
   connection with incentive plans            327,900        4         -       1,929         -          -             -       1,933

Amortization of deferred compensation               -        -         -           -         -        100             -         100

Net income                                          -        -         -           -         -          -       202,156     202,156
                                          ------------ -------- --------- ----------- --------- ---------- ------------- -----------

Balance at February 28, 2001 (unaudited)   94,861,614  $   949  $      -  $  430,958  $ (1,077) $    (217) $   (802,754) $ (372,141)
                                          ============ ======== ========= =========== ========= ========== ============= ===========

</TABLE>
            See noted to condensed consolidated financial statements
                                        4
<PAGE>
                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                             Nine Months Ended
                                                                                 ------------------------------------------
                                                                                    February 28,            February 29,
                                                                                        2001                    2000
                                                                                 ------------------      ------------------
OPERATING ACTIVITIES:
<S>                                                                              <C>                     <C>
    Net income                                                                   $         202,156       $           9,485
                                                                                 ------------------      ------------------

Adjustments to reconcile net income to net cash
    provided by operating activities:

    Depreciation and amortization                                                           80,618                  60,323
    Minority interest in loss of subsidiaries                                               (6,283)                    (86)
    Deferred income taxes                                                                   42,400                  (1,220)
    Equity in undistributed earnings of investee companies                                  (8,082)                (11,007)
    (Gain) loss on disposition of assets                                                  (369,708)                     51
    Other                                                                                    5,895                   5,373
    Change in assets and liabilities net of effects of
       acquisitions and dispositions:
           Accounts receivable - (increase)                                                 (7,646)                (17,544)
           Prepaid expenses and other current assets -
              (increase)                                                                   (13,506)                 (2,931)
           Accounts payable, accrued expenses and
              other current liabilities- increase (decrease)                                76,449                 (18,260)
           Customer deposits and prepayments -
              increase                                                                       3,278                   1,506
                                                                                 ------------------      ------------------
    Total adjustments                                                                     (196,585)                 16,205
                                                                                 ------------------      ------------------
       NET CASH PROVIDED BY OPERATING ACTIVITIES                                             5,571                  25,690
                                                                                 ------------------      ------------------

INVESTING ACTIVITIES:

    Proceeds from disposition of assets                                                    493,333                     352
    Capital expenditures                                                                  (165,365)               (107,893)
    Purchase of restricted securities                                                            -                 (19,998)
    Proceeds from maturity of restricted securities                                         19,888                  59,994
    Purchase of short-term investments                                                     (71,882)                      -
    Acquisitions, net of cash acquired                                                    (238,639)                (46,820)
    Acquisition of minority partnership interests                                                -                    (323)
    Distributions received from equity investments                                          16,366                   9,871
    Capital contributed to equity investments                                                 (821)                      -
                                                                                 ------------------      ------------------
       NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                  52,880                (104,817)
                                                                                 ------------------      ------------------

FINANCING ACTIVITIES:

    Proceeds from the issuance of long-term debt                                           238,400               1,038,018
    Repayment of debt                                                                     (291,915)               (958,150)
    Debt issuance costs paid                                                                     -                  (2,885)
    Proceeds from the exercise of stock options                                              1,611                   1,206
                                                                                 ------------------      ------------------
       NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                                 (51,904)                 78,189
                                                                                 ------------------      ------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         6,547                    (938)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              12,879                  51,141
                                                                                 ------------------      ------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                         $          19,426       $          50,203
                                                                                 ==================      ==================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
    Cash paid during the period for:
    Interest                                                                     $         117,736      $          133,058
                                                                                 ==================      ==================
    Income taxes                                                                 $          55,899      $            4,176
                                                                                 ==================      ==================
</TABLE>

            See notes to condensed consolidated financial statements


                                        5

<PAGE>


                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                 (Dollar amounts in thousands except share data)

Note 1.  Interim Financial Statements

In the opinion of  management,  the  accompanying  interim  unaudited  condensed
consolidated  financial  statements contain all adjustments  (consisting only of
normal  recurring   accruals)  necessary  to  present  fairly  the  consolidated
financial  position of Centennial  Communications  Corp. and  Subsidiaries  (the
"Company")  as of  February  28,  2001  and  the  results  of  its  consolidated
operations  and cash flows for the periods ended  February 28, 2001 and February
29, 2000. These financial  statements do not include all disclosures required by
generally  accepted  accounting  principles.  The  statements  should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included  in the  Company's  May 31,  2000  Annual  Report on Form  10-K,  which
includes a summary of significant accounting policies and other disclosures. The
consolidated balance sheet at May 31, 2000 is audited.

Reclassifications

In fiscal 2001,  the Company  changed the format of its statements of cash flows
from the direct  method to the indirect  method for  purposes of reporting  cash
flows from operating activities. This and certain other prior period information
have been reclassified to conform with the current period presentation.

Note 2. Debt

Short-term debt consists of the following:

                                            February 28,             May 31,
                                               2001                   2000
                                            ------------          ------------
13% Notes due July 2000                     $         -           $     6,544
Other                                                 -                   144
                                            ------------          ------------
                                            $         -           $     6,688
                                            ============          ============

Short-term  debt was assumed as part of the  acquisitions  of All America Cables
and Radio,  Inc. ("AACR") and Infochannel  Limited.  This debt was repaid during
the nine months ended February 28, 2001.

                                       6
<PAGE>


Long-term debt consists of the following:

                                            February 28,             May 31,
                                                2001                  2000
                                            ------------          ------------
8 7/8% Senior Notes due 2001                $     1,388           $     1,388
10 1/8% Senior Notes due 2005                       219                   219
Term Loans                                      988,875               993,000
Revolving Credit Facility                             -                30,000
Mezzanine Debt                                  171,618               169,931
10 3/4% Senior Subordinated Notes due 2008      370,000               370,000
Notes Payable                                       921                13,235
Other                                                86                     -
                                            ------------          ------------
Total Long-Term Debt                          1,533,107             1,577,773
Current Portion of Long-Term Debt               (19,059)              (11,725)
                                            ------------          ------------
Net Long-Term Debt                          $ 1,514,048           $ 1,566,048
                                            ============          ============

On February 29, 2000, the Company  amended and restated its existing senior term
loan and revolving credit facilities and increased the commitment  thereunder by
$200,000  to an  aggregate  of  $1,250,000.  The  amended  and  restated  credit
facilities are referred to as the New Credit  Facility.  The New Credit Facility
consists of four term loans in an aggregate principal amount of $1,000,000 and a
revolving credit facility in an aggregate principal amount of $250,000, of which
$988,875 and $0,  respectively,  were  outstanding  as of February 28, 2001. The
borrowers  under the New Credit Facility are Centennial  Cellular  Operating Co.
LLC for a $325,000 term loan and  Centennial  Puerto Rico  Operations  Corp. for
three separate term loans  aggregating  $675,000.  The revolving credit facility
portion of the New Credit Facility is available to both of the borrowers.

Notes  Payable  were  assumed as part of the  acquisition  of AACR and mature in
April 2002.

The aggregate annual  principal  payments for the next five years and thereafter
under the Company's debt at February 28, 2001 are summarized as follows:

         February 28, 2002                         $      19,059
         February 28, 2003                                56,211
         February 29, 2004                                78,625
         February 28, 2005                               101,125
         February 28, 2006                               123,844
         February 28, 2007 and thereafter              1,154,243
                                                   --------------
                                                   $   1,533,107
                                                   ==============

The Company was in  compliance  with all  covenants  of its debt  agreements  at
February 28, 2001.

                                       7
<PAGE>


Interest expense, as reflected in the financial  statements,  has been partially
offset by interest income.  The gross interest expense for the nine months ended
February  28,  2001  and  February   29,  2000  were   $124,228  and   $113,322,
respectively.

Note 3. Acquisitions/Dispositions

In December 2000, the Company acquired Com Tech International  Corporation ("Com
Tech"),   an  owner  of  undersea   fiber  optic  cable  capacity  for  cash  of
approximately  $16,900.  Com Tech's cable ownerships extend around the Caribbean
on the  ARCOS-1  cable  network,  from the U.S.  to Europe on the  TAT-14  cable
network and from the U.S. to Japan on the Japan-U.S.  cable network.  Com Tech's
name has been changed to Centennial Undersea Cable Corp.

In November 2000, the Company sold its interest in the Sacramento-Valley Limited
Partnership  for  $236,000  in cash.  The  Company  recorded  a pre-tax  gain of
approximately  $159,100,  which is included in gain on  disposition of assets in
the consolidated statement of operations.

In November  2000,  the Company  sold its  Southwest  cluster for  approximately
$202,500 in cash, subject to adjustment.  The Company recorded a pre-tax gain of
approximately  $183,700,  which is included in gain on  disposition of assets in
the consolidated statement of operations.

In September 2000, the Company completed the acquisition of the cable television
assets of Pegasus  Communications  for $170,000 in cash. The cable systems serve
Aguadilla,  Mayaguez, San German and surrounding communities in the western part
of Puerto Rico.  The excess of the purchase price over the fair value of the net
assets acquired has been recorded as goodwill.

In September  2000, the Company sold its 25% equity  investment  interest in the
Modoc,  California  Partnership and our 14.29% equity investment interest in the
Pennsylvania  RSA No. 6 (II)  Partnership in Lawrence,  Pennsylvania for cash of
approximately $6,900.

In August 2000,  GTE Mobilnet of  California  Limited  Partnership  redeemed the
Company's  approximate 2.9% equity investment  interest in the San Francisco Bay
Area cluster for approximately $48,000 of current assets. The Company recorded a
pre-tax gain of  approximately  $25,100 which is included in gain on disposition
of assets in the consolidated statement of operations.

In July 2000,  the Company  purchased a 60% interest in Infochannel  Limited,  a
Jamaican Internet Service Provider for cash of approximately  $8,000. The excess
of the  purchase  price over the fair value of the net assets  acquired has been
recorded as goodwill.

In July 2000,  the Company  acquired  the  remaining  74.9% of the  non-wireline
(A-Side)  cellular  license and wireless  telephone system serving Lake Charles,
Louisiana MSA No. 197 that it did not own. The purchase price was  approximately
$42,300 in cash, subject to adjustment.

                                       8
<PAGE>


In May 2000, the Company acquired a 51% interest in Paradise Wireless  (Jamaica)
Limited,  a Jamaican  company  which holds a 20 MHz CDMA  license  covering  the
island of Jamaica.  The  purchase  price was $25,500 in cash.  The excess of the
purchase price over the fair value of the net assets  acquired has been recorded
as goodwill.  Paradise Wireless has since changed its name to Centennial Digital
Jamaica Limited.

In April 2000, the Company  acquired a wireless  telephone system in the Kokomo,
Indiana MSA #271 for cash of approximately $25,600.

In April 2000,  the  Company  acquired a 70%  interest in AACR in the  Dominican
Republic.  AACR is an international  long distance provider that also holds a 30
MHz PCS license,  a LMDS license and a  certificate  to provide a broad range of
telecommunications  services in the Dominican  Republic.  The purchase price was
approximately $19,800 in cash, subject to adjustment. The excess of the purchase
price  over the fair  value of the net  assets  acquired  has been  recorded  as
goodwill.

In November 1999, the Company acquired the wireless telephone system in Allegan,
Michigan  (Michigan-8) for cash of  approximately  $31,000 and 300,000 shares of
the Company's  common stock (valued at $3,700 on the closing  date),  subject to
adjustment.

In August 1999, the Company  acquired  Integrated  Systems,  Inc. and Spiderlink
Puerto  Rico  Internet  Services  for cash of  approximately  $2,000 and 240,000
shares of the Company's  common stock  (valued at $3,885 on the closing  dates).
120,000 of the shares  were issued in December  1999 and the  remaining  120,000
shares  were  issued in the first  quarter  of fiscal  2001.  The  excess of the
purchase price over the fair value of the net assets  acquired has been recorded
as goodwill.

The  following  summary pro forma  information  includes the  operations  of the
Company as if the above acquisitions had been consummated as of June 1, 1999:

                                           Nine Months Ended
                                           -----------------
                                     February 28,           February 29,
                                         2001                   2000
                                     ------------           ------------
Revenues                             $   457,532            $   416,762
Net income                           $   202,067            $     8,026
Earnings per common share-
     Basic                              $  2.14                $  0.09
                                        ========               ========
     Diluted                            $  2.09                $  0.08
                                        ========               ========

                                       9
<PAGE>

Note 4.  New Accounting Pronouncements

In December,  1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
No. 101"). SAB No. 101 provides  additional  guidance on revenue  recognition as
well as criteria for when revenue is generally  realized and earned. The Company
plans to adopt SAB No. 101 effective in the fourth  quarter of fiscal 2001.  The
Company  has not  determined  the  impact  of the  adoption  on its  results  of
operations and financial position. This change will not affect cash flows.

In July 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 137 "Deferral of the Effective
Date of SFAS  No.  133",  which  defers  the  effective  date of SFAS  No.  133,
"Accounting  for Derivative  Instruments  and Hedging  Activities" to all fiscal
quarters of fiscal years  beginning  after June 15, 2000. In June 2000, the FASB
issued SFAS No.  138, an  amendment  to SFAS No. 133.  The Company is  currently
evaluating the financial  impact of adoption of SFAS No. 133, as amended by SFAS
No. 138. The adoption is not expected to have a material effect on the Company's
results of operations, financial position and cash flows.

In March 2000, the FASB issued  Interpretation  No. 44,  "Accounting for Certain
Transactions  Involving  Stock  Compensation - an  interpretation  of Accounting
Principles  Board  ("APB")  Opinion No. 25" ("FIN No. 44").  The  interpretation
provides  guidance on certain issues  relating to stock  compensation  involving
employees  that arose in applying APB Opinion No. 25. Among other  things,  this
Interpretation  clarifies  (a) the  definition  of an employee  for  purposes of
applying APB No. 25, (b) the criteria for  determining  whether a plan qualifies
as a  noncompensatory  plan,  (c)  the  accounting  for  an  exchange  of  stock
compensation  awards  in  a  business  combination.   The  Company  adopted  the
provisions  of FIN No. 44  effective  July 1, 2000.  The adoption did not have a
material effect on the Company's results of operations,  financial  position and
cash flows.

                                       10
<PAGE>

Note 5.  Subsequent Events

In April 2001,  the Company  completed the  acquisition  of the Teleponce  cable
television  company for approximately  $108,000 in cash,  subject to adjustment.
The Teleponce cable systems serve areas in and around Ponce in the  southwestern
part of Puerto Rico, have over 37,000 subscribers, and pass by 124,500 homes.

In April  2001,  the  Company  announced  that it has  entered  into a $150,000,
multi-year  agreement  under which Global Crossing Ltd. will provide the Company
with fiber optic  undersea  capacity  connecting  the  Caribbean  and the United
States. In addition, as part of the transaction, Global Crossing and the Company
have entered into a $30,000,  multi-year  agreement under which the Company will
provide Global Crossing with services in the Caribbean.

Note 6.  Segment Information

The Company  adopted SFAS No. 131  "Disclosures  about Segments of an Enterprise
and  Related  Information"  during  fiscal  2000.  The  Company's   consolidated
financial  statements  include three distinct business  segments:  United States
Wireless (formerly  "Domestic"),  Caribbean Wireless and Caribbean Wireline. The
Company  determines its segments based on the types of services  offered as well
as geographic location.  United States Wireless represents the Company's markets
in the United States that it owns and manages. Caribbean Wireless represents the
Company's  PCS  operations  in  Puerto  Rico as well  as the  recently  acquired
wireless  licenses in the  Dominican  Republic and Jamaica.  Caribbean  Wireline
represents  the  Company's  participation  in the  alternative  access and cable
television  businesses and its offering of Internet  related  services in Puerto
Rico, its offering of long distance  services in the Dominican  Republic and its
offering  of Internet  related  services  in  Jamaica.  The Company  changed its
business segments for the year ended May 31, 2000, to reflect the way management
now evaluates its businesses given the growth of the Company.  Accordingly,  all
prior period segment results have been restated to reflect the new segments. The
Company  measures the  operating  performance  of each segment  based on EBITDA.
EBITDA is defined as earnings  before income from minority  cellular  investment
interests,  allocations  to minority  interests  in  consolidated  subsidiaries,
interest expense,  interest income, income taxes, depreciation and amortization,
(gain) loss on disposition of assets and non-recurring charges.

                                       11
<PAGE>

Information  about the Company's  operations in its three business  segments for
the nine months ended February 28, 2001 and February 29, 2000 is as follows:

<TABLE>
<CAPTION>


                                    United
                                    States        Caribbean       Caribbean
                                   Wireless        Wireless        Wireline      Eliminations         Consolidated
                                --------------- --------------- --------------- --------------- ---- ---------------

<S>                              <C>             <C>             <C>             <C>             <C>   <C>
Nine months ended
February 28, 2001
-------------------------------
Total revenues                    $   248,837     $    142,979    $     61,113   $    (4,992)    (a)   $     447,937
EBITDA                                120,105           55,254          17,831             -                 193,190
Total assets                        1,683,959          415,518         337,791    (1,005,706)    (b)       1,431,562
Capital expenditures                   36,632           86,450          42,283             -                 165,365


Nine months ended
February 29, 2000
-------------------------------
Total revenues                    $    223,127    $    118,184    $     32,906   $    (5,794)    (a)   $     368,423
EBITDA                                 110,024          53,962           7,313             -                 171,299
Total assets                         1,323,205         296,632          68,980      (620,028)    (b)       1,068,789
Capital expenditures                    37,491          46,054          24,348             -                 107,893

</TABLE>

(a) Elimination of intercompany  revenue,  primarily from Caribbean  Wireline to
    Caribbean Wireless

(b) Elimination of intercompany investments


Reconciliation of Income before Income Tax Expense and Minority Interest
<TABLE>
<CAPTION>

                                                                         Nine months ended
                                                              --------------------------------------
                                                                  February 28,        February 29,
                                                                      2001                2000
                                                              ------------------- ------------------
<S>                                                            <C>                 <C>
EBITDA for reportable segments                                 $        193,190    $       171,299
Interest expense - net                                                 (120,320)          (110,347)
Depreciation and amortization                                            80,618             60,323
Income from equity investments                                            8,082             11,007
(Gain) loss on disposition of assets                                   (369,708)                51
Other                                                                       184                  -
                                                              ------------------- ------------------

Income before income tax expense and minority interest         $        370,226    $        11,585
                                                              =================== ==================
</TABLE>

                                       12
<PAGE>




Note 7.   Consolidating Financial Data

     Centennial  Cellular  Operating Co. LLC ("CCOC") and Centennial Puerto Rico
     Operations Corp.  ("CPROC") are  wholly-owned  subsidiaries of the Company.
     CCOC is a joint and several  co-issuer on the $370,000 senior  subordinated
     notes issued by the Company,  and CPROC has guaranteed the notes.  Separate
     financial  statements and other  disclosures  concerning CCOC and CPROC are
     not presented because they are not material to investors.


                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                             As of February 28, 2001
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                              Centennial                                               Centennial
                                              Centennial       Cellular                    Centennial                Communications
                                              Puerto Rico    Operating Co.               Communications                Corp. and
                                            Operations Corp.     LLC      Non-Guarantors     Corp.      Eliminations  Subsidiaries
                                            --------------- ------------- -------------- -------------- ------------ --------------

<S>                                         <C>             <C>           <C>            <C>            <C>           <C>
ASSETS
Current assets:
   Cash and cash equivalents                $        1,969  $          -  $      17,457  $          -   $          -  $      19,426
   Short-term investments                                -             -         71,882             -              -         71,882
   Accounts receivable - net                        33,711             -         44,819             -              -         78,530
   Inventory - phones and accessories - net            444             -         17,181             -              -         17,625
   Prepaid expenses and other current assets         2,193             -          5,898             -              -          8,091
                                            --------------- ------------- -------------- -------------- ------------- --------------

      Total current assets                          38,317             -        157,237             -              -        195,554

Property, plant & equipment - net                  229,672             -        307,472             -              -        537,144

Equity investments in wireless systems - net             -             -          2,062             -              -          2,062

Debt issuance costs - net                           21,519             -         28,805             -              -         50,324

Domestic cellular licenses - net                         -             -        267,995             -              -        267,995

Caribbean wireless licenses - net                        -             -        120,703             -              -        120,703

Goodwill  - net                                      5,248             -        210,540             -              -        215,788

Intercompany                                        35,276     1,140,500        951,849       589,720     (2,717,345)             -

Investment in subsidiaries                               -      (289,165)       477,895      (764,165)       575,435              -

Other assets - net                                   7,505             -         34,487             -              -         41,992
                                            --------------- ------------- -------------- -------------- ------------- --------------

      Total
                                            $      337,537  $    851,335  $   2,559,045  $   (174,445)  $ (2,141,910) $   1,431,562
                                            =============== ============= ============== ============== ============= ==============

</TABLE>

                                       13
<PAGE>

                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                             As of February 28, 2001
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                          Centennial                                                 Centennial
                                          Centennial       Cellular                     Centennial                 Communications
                                          Puerto Rico    Operating Co.                Communications                 Corp. and
                                        Operations Corp.     LLC       Non-Guarantors     Corp.      Eliminations  Subsidiaries
                                        --------------- -------------- -------------- -------------- ------------ ---------------

<S>                                     <C>             <C>            <C>             <C>            <C>         <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)
Current liabilities:
   Current portion of long term-debt    $        8,625  $      8,125   $         921  $       1,388  $         -  $      19,059
   Accounts payable                              9,928             -           8,603              -            -         18,531
   Accrued expenses and other
     current liabilities                        38,269             -         153,339            732            -        192,340
   Payable to affiliates                             -             -             125              -            -            125
                                        --------------- -------------- -------------- -------------- ------------ --------------

   Total current liabilities                    56,822         8,125         162,988          2,120            -        230,055


Long-term debt                                 655,250       686,875              86        171,837            -      1,514,048

Deferred federal income taxes                        -             -          38,787              -            -         38,787

Minority interest in subsidiaries                    -             -          20,813              -            -         20,813

Intercompany                                   113,040       920,500       1,660,870         23,739   (2,718,149)             -

Stockholders' equity (deficit):
   Common stock                                      -             -               -            949            -            949
   Preferred stock                             465,000             -               -              -     (465,000)             -
   Additional paid-in capital                 (883,226)            -       1,381,565        430,958     (498,339)       430,958
   Accumulated deficit                         (69,349)     (764,165)       (706,064)      (802,754)   1,539,578       (802,754)
                                        --------------- -------------- -------------- -------------- ------------ --------------

                                              (487,575)     (764,165)        675,501       (370,847)     576,239       (370,847)

   Less: treasury shares                             -             -               -         (1,077)           -         (1,077)
   Deferred compensation                             -             -               -           (217)           -           (217)
                                        --------------- -------------  -------------- -------------- ------------ --------------


   Total stockholders' equity(deficit)        (487,575)     (764,165)        675,501       (372,141)     576,239       (372,141)
                                        --------------- ------------- --------------- -------------- ------------ --------------

   Total                                $      337,537  $    851,335  $    2,559,045  $    (174,445) $(2,141,910) $   1,431,562
                                        =============== ============= =============== ============== ============ ==============
</TABLE>


                                       14
<PAGE>

              CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE NINE MONTHS ENDED FEBRUARY 28, 2001
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                              Centennial                                                Centennial
                                              Centennial       Cellular                     Centennial                Communications
                                              Puerto Rico    Operating Co.                Communications                Corp. and
                                           Operations Corp.       LLC      Non-Guarantors      Corp.     Eliminations  Subsidiaries
                                           ---------------- -------------- -------------- -------------- ------------ -------------


<S>                                        <C>               <C>           <C>            <C>            <C>          <C>
Revenue                                    $       168,149  $           -  $     282,490  $           -  $    (2,702) $     447,937
                                           ---------------- -------------- -------------- -------------- ------------ --------------

Costs and expenses:
    Cost of equipment sold                           7,017              -         28,802              -            -         35,819
    Cost of services                                25,551              -         45,534              -         (334)        70,751
    Sales and marketing                             26,703              -         41,640              -            -         68,343
    General and administrative                      33,338              -         48,864              -       (2,368)        79,834
    Depreciation and amortization                   36,095              -         44,523              -            -         80,618
    Gain on disposition of assets                       (5)             -       (369,703)             -            -       (369,708)
                                           ---------------- -------------- -------------- -------------- ------------ --------------
                                                   128,699              -       (160,340)             -       (2,702)       (34,343)
                                           ---------------- -------------- -------------- -------------- ------------ --------------

Operating income                                    39,450              -        442,830              -            -        482,280
                                           ---------------- -------------- -------------- -------------- ------------ --------------

Income from equity investments                           -              -          8,082              -            -          8,082

Income from investments in subsidiaries                  -        218,037        (11,247)       218,037     (424,827)             -

Interest expense - net                             (50,697)       (51,823)        (1,919)       (15,881)           -       (120,320)

Other                                                    -              -            184              -            -            184

Intercompany interest allocation                         -         51,823        (51,823)             -            -              -
                                           ---------------- -------------- -------------- -------------- ------------ --------------

(Loss) income before income tax expense
     and minority interest                         (11,247)       218,037        386,107        202,156     (424,827)       370,226


Income tax expense                                       -              -       (174,353)             -            -       (174,353)
                                           ---------------- -------------- -------------- -------------- ------------ --------------


(Loss) income before minority interest             (11,247)       218,037        211,754        202,156     (424,827)       195,873


Minority interest in loss of subsidiaries                -              -          6,283              -            -          6,283
                                           ---------------- -------------- -------------- -------------- ------------ --------------


Net (loss) income                          $       (11,247) $     218,037  $     218,037  $     202,156  $  (424,827) $     202,156
                                           ================ ============== ============== ============== ============ ==============
</TABLE>


                                       15
<PAGE>


              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Nine Months Ended February 28, 2001
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                          Centennial   Centennial                                      Centennial
                                                          Puerto Rico   Cellular                Centennial            Communications
                                                          Operations  Operating Co.   Non-   Communications  Elimin-   Corp. and
                                                             Corp.        LLC      Guarantors     Corp.      ations   Subsidiaries
                                                         ------------ ------------ ---------- ------------ ---------- --------------

<S>                                                      <C>          <C>          <C>        <C>          <C>        <C>
OPERATING ACTIVITIES:

   Net (loss) income                                     $   (11,247) $   218,037  $ 218,037  $   202,156  $(424,827) $    202,156
                                                         ------------ ------------ ---------- ------------ ---------- -------------

Adjustments to reconcile net (loss) income to net cash
   provided by (used in) operating activities:
   Depreciation and amortization                              36,095            -     44,523            -          -        80,618
   Minority interest in loss of subsidiaries                       -            -     (6,283)           -          -        (6,283)
   Deferred income taxes                                           -            -     42,400            -          -        42,400
   Equity in undistributed earnings of investee companies          -            -     (8,082)           -          -        (8,082)
   Equity in undistributed earnings of subsidiaries                -     (218,037)    11,247     (218,037)   424,827             -
   Gain on disposition of assets                                  (5)           -   (369,703)           -          -      (369,708)
   Noncash expenses                                           10,851            -    (12,538)       1,687          -             -
   Other                                                       2,581            -      3,314            -          -         5,895
   Change in assets and liabilities net of effects of
     acquisitions and dispositions:
     Accounts receivable - (increase) decrease                (8,259)           -        613            -          -        (7,646)
     Prepaid expenses and other current assets -
       (increase)                                             (2,126)           -    (11,380)           -          -       (13,506)
     Accounts payable, accrued expenses and
       other current liabilities- increase                     7,828            -     68,621            -          -        76,449
     Customer deposits and prepayments -
       (decrease) increase                                        (1)           -      3,279            -          -         3,278
                                                         ------------ ------------ ---------- ------------ ---------- -------------
   Total adjustments                                          46,964     (218,037)  (233,989)    (216,350)   424,827      (196,585)
                                                         ------------ ------------ ---------- ------------ ---------- -------------
     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      35,717            -    (15,952)     (14,194)         -         5,571
                                                         ------------ ------------ ---------- ------------ ---------- -------------

INVESTING ACTIVITIES:

   Proceeds from disposition of assets                             6            -    493,327            -          -       493,333
   Capital expenditures                                      (70,344)           -    (95,021)           -          -      (165,365)
   Proceeds from maturity of restricted securities                 -            -     19,888            -          -        19,888
   Purchase of short-term investments                              -            -    (71,882)           -          -       (71,882)
   Acquisitions, net of cash acquired                         (2,000)           -   (236,639)           -          -      (238,639)
   Distributions received from equity investments                  -            -     16,366            -          -        16,366
   Capital contributed to equity investments                       -            -       (821)           -          -          (821)
                                                         ------------ ------------ ---------- ------------ ---------- -------------
     NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES     (72,338)           -    125,218            -          -        52,880
                                                         ------------ ------------ ---------- ------------ ---------- -------------

FINANCING ACTIVITIES:

   Proceeds from the issuance of long-term debt              213,400       25,000          -            -          -       238,400
   Repayment of debt                                        (237,525)     (35,000)   (19,390)           -          -      (291,915)
   Proceeds from the exercise of stock options                     -            -          -        1,611          -         1,611
   Cash received from (paid to) affiliates                    57,737       10,000    (67,737)           -          -             -
   Cash advances from subsidiaries (to parent)                    63            -    (12,646)      12,583          -             -
                                                         ------------ ------------ ---------- ------------ ---------- -------------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES      33,675            -    (99,773)      14,194          -       (51,904)
                                                         ------------ ------------ ---------- ------------ ---------- -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                     (2,946)           -      9,493            -          -         6,547

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                 4,915            -      7,964            -          -        12,879
                                                         ------------ ------------ ---------- ------------ ---------- ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                 $     1,969  $         -  $  17,457  $         -  $       -  $     19,426
                                                         ============ ============ ========== ============ ========== =============
</TABLE>

                                       16

<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information  contained in this Part I, Item 2 updates, and should be read in
conjunction  with,  information  set  forth  in Part  II,  Items 7 and 8, in the
Company's  Annual Report on Form 10-K for the fiscal year ended May 31, 2000, in
addition to the interim consolidated financial statements and accompanying notes
presented in Part 1, Item 1 of this Form 10-Q.

Results of Operations  (Amounts in thousands,  except subscriber,  pop and share
data)

We are a leading independent  provider of mobile wireless  communications in the
United  States  and of mobile  wireless  communications  and  competitive  local
exchange  services in the Caribbean.  In the United  States,  we own and operate
cellular   systems  in  two  clusters  located  in   Michigan/Indiana/Ohio   and
Texas/Louisiana/Mississippi, incorporating approximately 6.0 million Net Pops as
of  February  28,  2001.  These  clusters  of small city and rural  markets  are
adjacent to major  metropolitan  markets and  benefit  from the rapidly  growing
levels of traffic generated by subscribers  roaming into our coverage areas. Our
Caribbean  operations provide wireless and wireline  communications  services in
Puerto Rico,  the Dominican  Republic and Jamaica,  incorporating  approximately
11.4 million Net Pops as of February 28, 2001. We commenced operations in Puerto
Rico  (approximately  3.9 million Net Pops) in December  1996,  where we provide
wireless PCS and wireline services including switched voice, Internet, video and
private line services over our own fiber optic,  coaxial and microwave  network.
During fiscal 2000, we acquired controlling  interests in All America Cables and
Radio, Inc. ("AACR") in the Dominican  Republic and Paradise Wireless  (Jamaica)
Limited (now known as  Centennial  Digital  Jamaica  Limited) in Jamaica,  which
collectively  expanded  our Net  Pops by 7.5  million.  Additionally,  with  the
acquisition of the cable television assets of Pegasus Communications, we operate
a cable television  business in Puerto Rico. We believe these operations benefit
from  dominant  scale and scope,  as well as from  substantial  unmet demand for
communications services in the Caribbean.

Overview

We had 717,800 wireless subscribers at February 28, 2001, as compared to 585,500
at February  29,  2000,  an increase  of 23%. We reported  net income  (loss) of
$(3,935) and  $202,156  for the three and nine months  ended  February 28, 2001,
respectively,  as compared to net income  (loss) of $(3,243)  and $9,485 for the
three and nine months ended  February  29, 2000.  Included in net income for the
nine months ended February 28, 2001 were pre-tax gains of approximately $369,700
($204,000  after-tax) we recognized on the sale of our southwest  properties and
the sale of our interests in Sacramento-Valley  Limited Partnership,  the Modoc,
California Partnership, the Pennsylvania RSA No. 6 (II) Partnership in Lawrence,
Pennsylvania and the redemption of our interest in the GTE Mobilnet  partnership
serving the San  Francisco Bay area.  Loss per common share,  basic and diluted,
for the three months ended February 28, 2001 was $(0.04),  as compared to a loss
per common  share,  basic and  diluted,  of $(0.03),  for the three months ended
February 29, 2000.  Earnings per common share,  basic and diluted,  for the nine
months ended February 28, 2001 were $2.14 and $2.09 per share, respectively,  as
compared to earnings per common share, basic and diluted,  of $0.10 for the nine
months ended February 29, 2000. Excluding the effect of the sales and redemption
above, the loss per common share, basic and diluted, would have been $(0.02) for
the nine months ended February 28, 2001.

                                       17
<PAGE>


The table below summarizes results of operations for each period:
<TABLE>
<CAPTION>

                                           Three Months Ended                      Nine Months Ended
                                          2/28/01      2/29/00   % Change         2/28/01     2/29/00    % Change
                                       ------------ ------------ --------       ----------- ------------ --------
<S>                                    <C>          <C>           <C>           <C>         <C>           <C>
EBITDA (1)                             $    56,318  $    53,347       6%        $  193,190  $   171,299      13%
Operating income                       $    31,802  $    31,612       1%        $  482,280  $   110,925     335%
Net income (loss)                      $    (3,935) $    (3,243)    (21%)       $  202,156  $     9,485   2,031%
Earnings per common share-
    Basic                                $   (0.04)    $  (0.03)    (33%)         $   2.14     $   0.10   2,040%
    Diluted                              $   (0.04)    $  (0.03)    (33%)         $   2.09     $   0.10   1,990%

</TABLE>

(1)  Earnings  before  income  from  minority  cellular  investment   interests,
allocations  to  minority  interests  in  consolidated  subsidiaries,   interest
expense,  interest income, income taxes,  depreciation and amortization,  (gain)
loss on disposition of assets and non-recurring  charges ("EBITDA") is presented
because it is a financial indicator used in the telecommunications industry. Our
calculation  of EBITDA  may or may not be  consistent  with the  calculation  of
EBITDA  by other  companies  and  should  not be  viewed  as an  alternative  to
generally accepted  accounting  principles (GAAP) measurements such as operating
income, net income or cash flows from operations.

United States Wireless Operations

Revenue
-------
<TABLE>
<CAPTION>
                             Three Months Ended                         Nine Months Ended
                            2/28/01         2/29/00   % Change        2/28/01     2/29/00       % Change
                           ------------  ------------ --------      ------------  ------------  --------
<S>                        <C>          <C>           <C>           <C>           <C>              <C>
Service revenue            $    72,430   $    72,185      0%        $   237,257   $   212,077      12%
Equipment sales                  3,901         4,195     (7%)            11,580        11,050       5%
                           ------------  ------------               ------------  ------------
Total revenue              $    76,331   $    76,380     (0%)       $   248,837   $   223,127      12%
                           ============  ============               ============  ============
</TABLE>

Excluding the Southwest cluster which was sold during the second quarter,  total
U.S. Wireless service revenue,  excluding  roaming revenue,  increased $9,071 or
22% to $49,785 in the third quarter and increased $26,068 or 22% to $142,121 for
the nine months  ended  February  28,  2001,  as compared to the same periods in
fiscal 2000.  These  increases were primarily due to an increase in revenue from
new  subscribers  of $10,745 and  $33,699,  for the three and nine months  ended
February  28,  2001,  respectively,  partially  offset by a  decrease  in retail
revenue per subscriber of $1,674 and $7,631 for the same periods.  Excluding the
Southwest cluster, revenue from U.S. Wireless roaming usage decreased to $22,645
or 5% from roamer  revenues of $23,716 for the three months  ended  February 29,
2000,  and  increased  to $84,376 or 9% over roamer  revenues of $77,110 for the
nine months ended  February  29,  2000.  The decrease for the three months ended
February 28, 2001 was  primarily  due to a reduction in roaming rates per minute
of $4,320,  partially  offset by increased  roaming usage of $3,249 for the same
period.  The increase for the nine months ended  February 28, 2001 was primarily
due to increased  roaming usage of $21,569,  partially  offset by a reduction in
roaming rates per minute of $14,303 for the same period.  The Southwest  cluster
accounted for $4,178 of service  revenue and $3,577 of roamer revenue during the
three months ended February 29, 2000.

                                       18
<PAGE>


The  decrease in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  for the three  months  ended  February  28, 2001 was due to a lower
number of telephone and accessory units sold during the current period.

Our U.S. Wireless  operations had approximately  485,900 and 416,500 subscribers
at February 28, 2001 and February 29,  2000,  respectively.  Increases  from new
activations of 186,000 were offset by subscriber  cancellations of 114,700.  The
monthly  churn  rate  increased  to 2.3% and 2.2% for the three and nine  months
ended  February  28,  2001,  respectively,  as compared to 1.8% and 1.9% for the
three and nine months ended  February 29,  2000,  respectively.  Included in the
number  of  subscribers  as  of  February  28,  2001  are  approximately  20,700
subscribers  acquired in the Lake Charles and Kokomo  acquisitions,  less 22,600
subscribers  removed as a result of the sale of the  southwest  properties.  The
cancellations  experienced by the U.S.  Wireless  operations  were primarily the
result of competitive factors and non-payment.

U.S. Wireless revenue per subscriber per month,  based upon an average number of
subscribers,  was $54 and $59 for the three and nine months  ended  February 28,
2001,  respectively,  as  compared  to $64 and $68 for the three and nine months
ended  February  29,  2000,  respectively.  The  decrease in retail  revenue per
subscriber  was  primarily  due to the rollout of digital  plans that  include a
larger  amount of plan minutes as compared to analog rate plans and the decrease
in roaming revenue per subscriber.

Costs and expenses
------------------
<TABLE>
<CAPTION>
                                               Three Months Ended                     Nine Months Ended
                                              2/28/01       2/29/00    % Change      2/28/01      2/29/00   % Change
                                           ------------   -----------  --------    ----------- -----------  --------
<S>                                        <C>            <C>             <C>      <C>         <C>              <C>
Cost of equipment sold                     $    11,034    $    9,621      15%      $   25,271  $   21,919       15%
Cost of services                           $     9,251    $    8,928       4%      $   28,007  $   23,920       17%
Sales and marketing                        $    13,072    $   13,700      (5%)     $   36,177  $   35,659        1%
General and administrative                 $    12,360    $   10,993      12%      $   39,277  $   31,605       24%

EBITDA                                     $    30,614    $   33,138      (8%)     $  120,105  $  110,024        9%
Gain on disposition of assets                   (6,372)            -      N/A        (369,716)          -       N/A
Depreciation and amortization                   10,658         9,430      13%          32,345      25,791       25%
                                           ------------   -----------              ----------- -----------
Operating income                           $    26,328    $   23,708      11%      $  457,476  $   84,233      443%
                                           ============   ===========              =========== ===========
</TABLE>

Cost of equipment sold increased during the three and nine months ended February
28, 2001, primarily due to higher costs associated with digital phones.

Cost of services  increased  during the three and nine months ended February 28,
2001,  primarily due to the variable costs associated with a larger subscription
base,  increased  usage per  subscriber  and increased  wireless  coverage areas
resulting from the continued  expansion of the U.S.  Wireless  network.  Cost to
acquire per activation was $280 for the three months ended February 28, 2001, as
compared to $248 for the three months ended February 29, 2000.

General and  administrative  expenses increased during the three and nine months
ended  February  28,  2001,  primarily  due to  increased  costs to support  the
expanding   subscriber   base,  as  well  as  increased  bad  debt  expense  and
subscription fraud.

                                       19
<PAGE>


EBITDA for the U.S. Wireless  operations for the three months ended February 28,
2001 was  $30,614,  a  decrease  of  $2,524 or 8% from the  three  months  ended
February 29, 2000. EBITDA for the U.S.  Wireless  operations for the nine months
ended February 28, 2001 was $120,105, an increase of $10,081 or 9% over the nine
months ended February 29, 2000.

The gain on  disposition  of assets for the nine months ended  February 28, 2001
represents  the  pre-tax  gains  we  recognized  on the  sale  of the  southwest
properties  and  the  sale of our  interests  in the  Sacramento-Valley  Limited
Partnership,  the Modoc,  California  Partnership,  Pennsylvania  RSA No. 6 (II)
Partnership in Lawrence, Pennsylvania, and the redemption of our interest in the
GTE Mobilnet partnership serving the San Francisco Bay area.

Depreciation  and  amortization for the three and nine months ended February 28,
2001 was $10,658  and  $32,345,  respectively,  an increase of $1,228 or 13% and
$6,554 or 25% over the same periods in fiscal  2000.  These  increases  were the
result of depreciation  related to capital  expenditures made during fiscal 2001
and  2000 in  connection  with the  continued  expansion  of our  U.S.  Wireless
operations  as well as  depreciation  and  amortization  related  to the  assets
acquired in the Lake Charles, Kokomo and Allegan acquisitions.

Operating  income for the three and nine  months  ended  February  28,  2001 was
$26,328 and $457,476,  respectively, an increase of $2,620 and $373,243 from the
operating income of $23,708 and $84,233 for the same periods in fiscal 2000.

                                       20
<PAGE>


Caribbean Wireless Operations

Revenue
-------
<TABLE>
<CAPTION>
                              Three Months Ended                       Nine Months Ended
                             2/28/01     2/29/00     % Change        2/28/01     2/29/00       % Change
                           ------------ ------------ --------      ------------  ------------  ---------
<S>                        <C>          <C>             <C>        <C>           <C>               <C>
Service revenue            $    47,343  $    39,689     19%        $   134,691   $   114,207       18%
Equipment sales                  2,872        1,651     74%              8,288         3,977      108%
                           ------------ ------------               ------------  ------------
Total revenue              $    50,215  $    41,340     21%        $   142,979   $   118,184       21%
                           ============ ============               ============  ============
</TABLE>

Total Caribbean  Wireless service revenue increased $7,654 or 19% and $20,484 or
18% for the three and nine months  ended  February 28,  2001,  respectively,  to
$47,343 and $134,691 for the same periods. These increases were primarily due to
an  increase  in revenues  from new  subscribers  of $14,877 and $41,514 for the
three and nine months ended February 28, 2001, respectively, partially offset by
a decrease in retail revenue per  subscriber,  which accounted for a decrease of
$7,223 and $21,030 for the same periods.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was primarily  due to an increase in the number of telephone  units
sold.

Our Caribbean  Wireless  operations  had  approximately  231,900  subscribers at
February 28, 2001, an increase of 37% from the 169,000  subscribers  at February
29, 2000.  Increases  from new  activations of 126,700 were offset by subscriber
cancellations  of 63,800.  The monthly churn rate decreased to 2.8% and 2.4% for
the three and nine months ended February 28, 2001, respectively,  as compared to
4.2 % and  3.8%  for  the  three  and  nine  months  ended  February  29,  2000,
respectively. The cancellations experienced by our Caribbean Wireless operations
were primarily the result of competitive factors and non-payment.

Caribbean  Wireless  revenue  per  subscriber  per month,  based upon an average
number  of  subscribers,  was $75 and $77 for the three  and nine  months  ended
February  28, 2001,  respectively,  as compared to $84 and $86 for the three and
nine months ended February 29, 2000,  respectively.  The decrease in revenue per
subscriber is primarily due to the rollout of plans that include a larger amount
of plan minutes and new subscribers in the Dominican Republic.

                                       21
<PAGE>

Costs and expenses
------------------
<TABLE>
<CAPTION>

                                              Three Months Ended                       Nine Months Ended
                                              2/28/01       2/29/00    % Change       2/28/01      2/29/00    % Change
                                           ------------   -----------  ---------    -----------  -----------  --------
<S>                                        <C>            <C>             <C>       <C>          <C>             <C>
Cost of equipment sold                     $     4,830    $      893      441%      $    9,857   $    3,462      185%
Cost of services                           $     7,281    $    5,247       39%      $   20,702   $   16,106       29%
Sales and marketing                        $     8,645    $    6,458       34%      $   26,370   $   18,853       40%
General and administrative                 $    10,999    $   11,046       (0%)     $   30,796   $   25,801       19%

EBITDA                                     $    18,460    $   17,696        4%      $   55,254   $   53,962        2%
(Gain) loss on disposition of assets                (5)           51       N/A              (5)          51       N/A
Depreciation and amortization                   12,276        10,606       16%          31,938       30,635        4%
                                           ------------   -----------               -----------  -----------
Operating income                           $     6,189    $    7,039      (12%)     $   23,321   $   23,276        0%
                                           ============   ===========               ===========  ===========
</TABLE>

Cost of equipment sold increased during the three and nine months ended February
28,  2001 due to the sale of phones  under  certain  low-end  rate  plans and an
increase in phones sold for prepaid plans.

Cost of services  increased  during the three and nine months ended February 28,
2001,  primarily due to the variable costs associated with a larger subscription
base,  increased  usage per  subscriber  and increased  wireless  coverage areas
resulting from the continued expansion of our wireless network in the Caribbean.

Sales and marketing  expenses  increased  during the three and nine months ended
February 28, 2001,  primarily due to the increase in gross subscriber  additions
as well as marketing expenses related to the Dominican Republic.

General and  administrative  expenses  increased  during the nine  months  ended
February 28, 2001,  primarily  due to increased  costs to support the  expanding
subscriber  base and the  initiation of service in the Dominican  Republic.  The
decrease  during the three  months ended  February 28, 2001 is primarily  due to
expenses incurred during the three months ended February 29, 2000 related to the
restructuring  of our  existing  credit  facility,  as well as a decrease in the
reserve for bad debt.

EBITDA for the Caribbean Wireless operations for the three and nine months ended
February 28, 2001 was $18,460 and $55,254,  respectively, an increase of $764 or
4% and $1,292 or 2% over the same periods in fiscal 2000.

Depreciation  and  amortization for the three and nine months ended February 28,
2001 was $12,276  and  $31,938,  respectively,  an increase of $1,670 or 16% and
$1,303 or 4% over the same  periods in fiscal  2000.  The increase for the three
months ended February 28, 2001 primarily  resulted from fixed assets placed into
operation during the second quarter in the Dominican Republic,  partially offset
by  PCS  phones  in  Puerto  Rico  becoming  fully  depreciated.   In  addition,
depreciation  increased due to capital  expenditures made during fiscal 2001 and
2000 in connection with the  development and network  expansion of our Caribbean
wireless telephone systems and the purchase of additional PCS phones.

Operating  income for the three  months ended  February  28, 2001 was $6,189,  a
decrease of $850 from  operating  income of $7,039 for the same period in fiscal
2000.  Operating income for the nine months ended February 28, 2001 was $23,321,
an  increase  of $45 from  operating  income of $23,276  for the same  period in
fiscal 2000.

                                       22
<PAGE>


Caribbean Wireline Operations

Revenue
-------
<TABLE>
<CAPTION>

                              Three Months Ended                        Nine Months Ended
                              2/28/01       2/29/00   % Change       2/28/01       2/29/00    % Change
                           -----------   -----------  --------     -----------   -----------  --------
<S>                        <C>           <C>             <C>       <C>           <C>             <C>
Service revenue            $   23,465    $   11,814      99%       $   60,833    $   32,676      86%
Equipment sales                    59           139     (58%)             280           230      22%
                           -----------   -----------               -----------   -----------
Total revenue              $   23,524    $   11,953      97%       $   61,113    $   32,906      86%
                           ===========   ===========               ===========   ===========
</TABLE>


Total Caribbean Wireline revenue increased $11,571 or 97% and $28,207 or 86% for
the three and nine months ended February 28, 2001, respectively,  to $23,524 and
$61,113 for the same periods.  Termination  revenue decreased $4,173 or 71%, and
$10,359  or 68%  for  the  three  and  nine  months  ended  February  28,  2001,
respectively, to $1,668 and $4,912.

Business  switched and private line revenue  increased  75% to $7,192 and 78% to
$19,610 for the three and nine months ended  February  28,  2001,  respectively.
This increase  reflects a 37% increase in business  access lines to 20,972 lines
as of the end of the  third  quarter  as well as a 269%  increase  in  dedicated
access line equivalents to 98,991 at February 28, 2001.

Revenue from the Puerto Rico cable,  AACR and Infochannel  acquisitions  totaled
$11,852  and  $28,361 for the three and nine months  ended  February  28,  2001,
respectively.

                                       23
<PAGE>

Costs and expenses
------------------
<TABLE>
<CAPTION>


                                              Three Months Ended                      Nine Months Ended
                                             2/28/01      2/29/00    % Change       2/28/01      2/29/00    % Change
                                           -----------  -----------  --------     -----------  -----------  --------
<S>                                        <C>          <C>             <C>       <C>          <C>             <C>
Cost of equipment sold                     $      221   $       70      216%      $      691   $      167      314%
Cost of services                           $   10,413   $    3,113      235%      $   26,675   $    9,790      172%
Sales and marketing                        $    2,007   $      979      105%      $    5,796   $    3,623       60%
General and administrative                 $    3,639   $    5,278      (31%)     $   10,120   $   12,013      (16%)

EBITDA                                     $    7,244   $    2,513      188%      $   17,831   $    7,313      144%
Loss on disposition of assets                      13            -       N/A              13            -      N/A
Depreciation and amortization                   7,946        1,648      382%          16,335        3,897      319%
                                           -----------  -----------               -----------  -----------
Operating (loss) income                    $     (715)  $      865       N/A      $    1,483   $    3,416      (57%)
                                           ===========  ===========               ===========  ===========
</TABLE>

Cost of services  increased  during the three and nine months ended February 28,
2001,  primarily  due to  increased  costs to  support  the  expanding  Wireline
business and expenses related to Puerto Rico cable and AACR.

Sales and marketing  expenses  increased  during the three and nine months ended
February 28, 2001, primarily due to increased  advertising as well as the hiring
of additional sales force to support the growing business.

General and  administrative  expenses decreased during the three and nine months
ended February 28, 2001, primarily due to a decrease in the reserve for bad debt
related to termination revenue with PRTC, partially offset by increased expenses
related to the  acquisition  of AACR as well as  increased  costs to support the
expanding customer base.

EBITDA for the Caribbean Wireline operations for the three and nine months ended
February 28, 2001 was $7,244 and $17,831, respectively, an increase of $4,731 or
188% and $10,518 or 144% over the same periods in fiscal 2000.

Depreciation  and  amortization for the three and nine months ended February 28,
2001 was $7,946 and  $16,335,  respectively,  an  increase of $6,298 or 382% and
$12,438 or 319% over the same periods in fiscal 2000.  These  increases were due
to  increased  depreciation  associated  with the  expansion  of our  network in
addition to increased  depreciation and amortization  related to the Puerto Rico
cable, AACR and Infochannel acquisitions.

The operating  loss for the three months ended  February 28, 2001 was $(715),  a
decrease of $1,580 from the  operating  income of $865 for same period in fiscal
2000. Operating income for the nine months ended February 28, 2001 was $1,483, a
decrease of $1,933 from the operating income of $3,416 for same period in fiscal
2000.

                                       24
<PAGE>

Consolidated

Other non-operating income and expenses

Net interest expense was $36,235 for the three months ended February 28, 2001, a
decrease of $1,683 or 4% from the three  months ended  February  29,  2000.  Net
interest  expense was $120,320 for the nine months ended  February 28, 2001,  an
increase of $9,973 or 9% from the nine months ended  February  29,  2000.  Gross
interest  expense  for the three and nine  months  ended  February  28, 2001 was
$38,404 and $124,228,  respectively, as compared to $38,473 and $113,322 for the
three and nine months ended February 29, 2000. Total debt decreased $12,243 from
February 29, 2000.

The decrease in total debt from February 29, 2000 was the result of a paydown of
debt with a portion of the  $493,325 of  proceeds  from the  recently  completed
dispositions, offset by borrowings for acquisitions,  assumed debt for completed
acquisitions of $19,923,  additional borrowings for capital expenditures related
to  the   expansion  of  the   Caribbean   Wireless   operation's   PCS  network
infrastructure, the expansion of the Caribbean Wireline network and the purchase
of PCS  telephones.  Total  cash paid for  acquisitions,  net of cash  acquired,
during the twelve months ended February 28, 2001 was approximately $292,100. The
average debt  outstanding  during the three and nine months  ended  February 28,
2001 was  $1,535,561  and  $1,621,079,  increases  of $48,945  and  $142,523  as
compared to the average  debt levels of  $1,486,616  and  $1,478,556  during the
three and nine months  ended  February  29,  2000,  respectively.  Our  weighted
average interest rate decreased to 10.0% for the three months ended February 28,
2001 from 10.4% for the three  months  ended  February  29,  2000.  Our weighted
average interest rate was 10.2% for both the nine months ended February 28, 2001
and February 29, 2000.

After loss  attributable  to minority  interests in  subsidiaries  for the three
months ended  February 28, 2001,  the pre-tax loss was $(2,486) as compared to a
pre-tax loss of $(2,613) for the three  months  ended  February 29, 2000.  After
loss  attributable  to minority  interests in  subsidiaries  for the nine months
ended  February 28, 2001,  pre-tax  income was $376,509,  as compared to pre-tax
income of $11,671 for the nine months ended  February  29, 2000.  The income tax
expense was $1,449 and $174,353 for the three and nine months ended February 28,
2001, respectively, as compared to income tax expense of $630 and $2,186 for the
three and nine  months  ended  February  29,  2000.  The  increase in income tax
expense for the nine months ended  February 28, 2001 is primarily  the result of
taxes  related  to the  gains  we  recognized  on  the  sale  of  our  southwest
properties,   the  sale  of  our  interest  in  the  Sacramento-Valley   Limited
Partnership  and the redemption of our interest in the GTE Mobilnet  partnership
serving the San Francisco Bay area.

These  factors  resulted in a net loss of $(3,935)  for the three  months  ended
February  28,  2001,  which  represents  a decrease of $692 from the net loss of
$(3,243)  for the three  months ended  February  29,  2000.  These  factors also
resulted in net income of $202,156 for the nine months ended  February 28, 2001,
which  represents  an increase of $192,671 from the net income of $9,485 for the
nine months ended February 29, 2000.

                                       25
<PAGE>



Liquidity and Capital Resources

On February 29, 2000, we amended and restated our existing  senior term loan and
revolving credit facilities and increased the commitment  thereunder by $200,000
to an aggregate of $1,250,000.  The amended and restated  credit  facilities are
referred to as the New Credit Facility. The New Credit Facility consists of four
term loans in an aggregate principal amount of $1,000,000 and a revolving credit
facility in an aggregate  principal amount of $250,000.  The borrowers under the
New Credit  Facility are  Centennial  Cellular  Operating Co. LLC for a $325,000
term loan and Centennial  Puerto Rico  Operations  Corp. for three separate term
loans aggregating $675,000. The total amount outstanding under the term loans as
of February 28, 2001 was $988,875.  The revolving credit facility portion of the
New Credit  Facility  is now equally  available  to both of the  borrowers.  The
amount available under the revolving credit facility as of February 28, 2001 was
$250,000.

For the nine months ended February 28, 2001,  earnings exceeded fixed charges by
$378,510.  Fixed charges consist of interest expense,  including amortization of
debt  issuance  costs and the  portion  of rents  deemed  representative  of the
interest portion of leases.  The amount by which earnings exceeded fixed charges
reflects non-cash charges of $80,618 relating to depreciation and amortization.

As of February 28, 2001, we had $537,144 of property,  plant and equipment (net)
placed in service.  During the nine months  ended  February  28,  2001,  we made
capital expenditures of $165,365 to continue the construction of our new network
in the Dominican  Republic and to expand the coverage areas and upgrade our cell
sites and call  switching  equipment of existing U.S. and Caribbean  properties.
Capital  expenditures  for the Caribbean  operations  were $128,733 for the nine
months  ended  February  28,  2001,   representing  78%  of  our  total  capital
expenditures.  The Caribbean operations capital expenditures included $61,585 to
add  capacity  and  services  and to continue  the  expansion of our PCS network
infrastructure,  $15,433 to purchase  telephone  units which remain our property
while in use by subscribers,  $49,659 related to the initial buildout of our PCS
networks in the Dominican  Republic and the U.S.  Virgins  Islands and $2,056 to
upgrade our cable  operations  in Puerto  Rico.  We  anticipate  annual  capital
expenditures of approximately $250,000 during both fiscal year 2001 and 2002.

We expect to finance our capital expenditures primarily from cash flow generated
from  operations,  borrowings  under our existing  revolving credit facility and
proceeds  from asset sales.  We may also seek various  other sources of external
financing,  including,  but not  limited  to, bank  financing,  joint  ventures,
partnerships and placement of debt or equity securities.

In March 2001, our  subsidiary,  Centennial  Digital  Jamaica Ltd.  ("Centennial
Digital  Jamaica")  signed an  agreement  with Lucent  Technologies  ("Lucent"),
whereby  Lucent  agreed to provide  Centennial  Digital  Jamaica  with a $75,000
credit facility  ("Lucent Credit  Facility") to fund the build-out and operation
of our  communications  network in Jamaica.  Borrowings  under the Lucent Credit
Facility will bear interest at a rate of LIBOR plus 650 basis points. The Lucent
Credit  Facility  will mature six years from the date of closing with  principal
repayments  beginning  in  December  2004.  Under the  Lucent  Credit  Facility,
Centennial  Digital  Jamaica is  required  to  maintain  certain  financial  and
operating  covenants,  and is limited in its ability to, among other things, pay
dividends and incur additional  indebtedness.  No amounts were outstanding under
the Lucent  Credit  Facility as of February 28,  2001.  In  connection  with the

                                       26
<PAGE>


Lucent Credit Facility,  we have agreed to make approximately $10,000 of capital
contributions  to  Centennial  Digital  Jamaica  over  the next  several  years.
Centennial  Digital Jamaica has been  designated an unrestricted  subsidiary for
purposes of our outstanding $370,000 high yield notes and, for the most part, is
not  subject to the  covenants  of the New Credit  Facility.  The Lucent  Credit
Facility is non-recourse to the Company.

In order to meet our obligations  with respect to our operating  needs,  capital
expenditures,  and debt service obligations, it is important that we continue to
improve  operating  cash flow.  Increases  in  revenue  will be  dependent  upon
continued  growth in the  number  of  subscribers  and  maximizing  revenue  per
subscriber. We have continued the development of our managerial,  administrative
and marketing functions, and are continuing the construction of wireless systems
in our  existing  and  recently  acquired  markets  in  order to  achieve  these
objectives.  There is no assurance  that growth in  subscribers  or revenue will
occur.  In  addition,  our  participation  in the  Caribbean  telecommunications
business  has been,  and is  expected  to  continue  to be,  capital  intensive.
Further,  due to the  start-up  nature of our  Dominican  Republic  and  Jamaica
operations,  we expect that it will require  additional  cash investment to fund
our operations over the next several years.

     The following  table sets forth,  for the periods  indicated,  our net cash
provided by operating  activities  before interest payments (net cash provided),
our principal uses of such cash and the cash available for (required from) other
financing and investing activities:
<TABLE>
<CAPTION>

                                                                       Nine Months Ended,
                                                                       ------------------
                                                         February 28, 2001          February 29, 2000
                                                         -----------------          -----------------
                                                                   % of net                   % of net
                                                                     cash                       cash
                                                         Amount    provided         Amount    provided
                                                       ----------  --------       ----------  --------
<S>                                                    <C>            <C>        <C>             <C>
Net cash provided by operating
   activities                                          $   5,571        5%        $  25,690       16%
Interest paid                                            117,736       95%          133,058       84%
                                                       ----------  --------       ----------  --------
Net cash provided                                      $ 123,307      100%        $ 158,748      100%
                                                       ==========  ========       ==========  ========

Principal uses of cash
Interest paid                                          $ 117,736       95%        $ 133,058       84%
Property, plant & equipment                              165,365      134%          107,893       68%
                                                       ----------  --------       ----------  --------
Total                                                  $ 283,101      229%        $ 240,951      152%
                                                       ==========  ========       ==========  ========
Cash required from other financing
   and investing activities                            $(159,794)    (129%)       $ (82,203)     (52%)
                                                       ==========  ========       ==========  ========
</TABLE>


     Net cash  provided  by  operating  activities  for the three  months  ended
February 28, 2001 was not  sufficient  to fund our  expenditures  for  property,
plant and equipment of $165,365.

                                       27
<PAGE>

The  following  table  sets  forth the  primary  cash  flows  provided  by other
financing and investing activities for the periods indicated:
<TABLE>
<CAPTION>

                                                                        Nine Months Ended,
                                                                        ------------------
                                                            February 28, 2001       February 29, 2000
                                                            -----------------       -----------------
<S>                                                         <C>                     <C>
Proceeds from disposition of assets                         $        493,333        $            352
Proceeds from the exercise of stock options                            1,611                   1,206
Proceeds from issuance of long-term debt                             238,400               1,038,018
Proceeds from  maturity of restricted
  securities                                                          19,888                  59,994
Distributions received from equity
  investments-net                                                     15,545                   9,871
                                                            -----------------       -----------------
Cash provided by other financing and
  investing activities                                               768,777               1,109,441
                                                            -----------------       -----------------

Repayment of debt                                                   (291,915)               (958,150)
Purchase of restricted securities                                          -                 (19,998)
Debt issuance costs paid                                                   -                  (2,885)
Purchase of short-term investments                                   (71,882)                      -
Acquisitions, net of cash acquired                                  (238,639)                (46,820)
Acquisition of minority partnership interests                              -                    (323)
                                                            -----------------       -----------------
Cash available for operations and capital
   expenditures                                             $        166,341        $         81,265
                                                            =================       =================
</TABLE>



Based upon current  market  conditions  and our current  capital  structure,  we
believe  that cash flows from  operations  and funds  from  currently  available
credit  facilities  will  be  sufficient  to  enable  us to meet  required  cash
commitments through the next twelve month period.

Acquisitions, Exchanges and Dispositions

Our primary acquisition  strategy is to acquire controlling  ownership interests
in  communications  systems  serving  markets  which are proximate to or share a
community of interest with our current  markets.  Our strategy of clustering our
operations in proximate  geographic  areas  enables us to achieve  operating and
cost efficiencies as well as joint marketing benefits. Clustering also allows us
to offer our subscribers more areas of uninterrupted  service as they travel. In
addition  to  expanding  our  existing  clusters,  we also may  seek to  acquire
interests  in wireless  systems in other  geographic  areas.  We also may pursue
other communications  businesses we determine to be desirable. The consideration
for such  acquisitions  may  consist  of shares of stock,  cash,  assumption  of
liabilities or a combination thereof.

In December 2000, we acquired Com Tech  International  Corporation ("Com Tech"),
an owner of undersea fiber optic cable capacity for approximately  $16,900.  Com
Tech's  cable  ownerships  extend  around the  Caribbean  on the  ARCOS-1  cable
network,  from the U.S. to Europe on the TAT-14 cable  network and from the U.S.
to Japan on the Japan-U.S.  cable  network.  Com Tech's name has been changed to
Centennial Undersea Cable Corp.

                                       28
<PAGE>


In  November  2000,  we  sold  our  interest  in the  Sacramento-Valley  Limited
Partnership  for  $236,000  in cash.  The  Company  recorded  a pre-tax  gain of
approximately  $159,100,  which is included in gain on  disposition of assets in
the consolidated statement of operations.

In November 2000, we sold our Southwest  cluster for  approximately  $202,500 in
cash,   subject  to  adjustment.   The  Company   recorded  a  pre-tax  gain  of
approximately  $183,700,  which is included in gain on  disposition of assets in
the consolidated statement of operations.

In September 2000, we completed the acquisition of the cable  television  assets
of  Pegasus  Communications  for  $170,000  in cash.  The  cable  systems  serve
Aguadilla,  Mayaguez, San German and surrounding communities in the western part
of Puerto Rico.

In  September  2000,  we sold our 25% equity  investment  interest in the Modoc,
California  Partnership  and  our  14.29%  equity  investment  interest  in  the
Pennsylvania  RSA No. 6 (II)  Partnership in Lawrence,  Pennsylvania for cash of
approximately $6,900.

In August 2000,  GTE Mobilnet of  California  Limited  Partnership  redeemed the
Company's  approximate 2.9% equity investment  interest in the San Francisco Bay
Area cluster for approximately $48,000 of current assets. The Company recorded a
pre-tax gain of approximately  $25,100, which is included in gain on disposition
of assets in the consolidated statement of operations.

In July 2000,  we acquired a 60%  interest  in  Infochannel  Limited,  a leading
Internet Service Provider on the island of Jamaica for $8,000 in cash.

In July 2000,  we purchased  the remaining  74.9% of the  non-wireline  (A-Side)
cellular license and wireless  telephone system serving Lake Charles,  Louisiana
MSA  No.  197  that  we  did  not  own.  The  Lake  Charles  market   represents
approximately  180,000 Net Pops. The purchase price was approximately $42,300 in
cash, subject to adjustment.

In May 2000, we acquired a 51% interest in Paradise Wireless  (Jamaica) Limited,
a Jamaican  company  which holds a 20 MHz CDMA  license  covering  the island of
Jamaica.  Jamaica has a population of  approximately  2.6 million.  The purchase
price was  $25,500 in cash.  Paradise  Wireless  has since  changed  its name to
Centennial Digital Jamaica Limited.

In April  2000,  we  acquired a wireless  telephone  system  serving the Kokomo,
Indiana  Metropolitan  Statistical  Area  #271.  The  Kokomo  market  represents
approximately  101,000 Net Pops. The purchase price was approximately $25,600 in
cash.

In April 2000, we acquired a 70% interest in AACR in the Dominican  Republic for
approximately  $19,800 in cash, subject to adjustment.  AACR is an international
long distance provider that also holds a 30 MHz PCS license,  a Local Multipoint
Distribution  System  license  and a  certificate  to  provide a broad  range of
telecommunications  services in the Dominican  Republic.  The PCS license covers
approximately 8.9 million Pops in the Dominican Republic.

In March 2000, we acquired an  international  gateway switch in Miami,  Florida.
With the  purchase of this  switch,  we expect to deliver  our growing  outbound

                                       29
<PAGE>


traffic from our  Caribbean  service  areas much closer to its  destination.  We
believe that there is a  significant  community  of interest  between the Puerto
Rican,  Dominican and Jamaican population on the East Coast of the United States
and our  Caribbean  customers.  This switch  allows us to more cost  effectively
serve our customers in the Caribbean. In addition, we hope to attract southbound
minutes for  termination  in Puerto Rico,  the Dominican  Republic,  Jamaica and
around the region.

New Accounting Standards

In December,  1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
No. 101"). SAB No. 101 provides  additional  guidance on revenue  recognition as
well as criteria for when revenue is generally  realized and earned.  We plan to
adopt SAB No. 101  effective in the fourth  quarter of fiscal 2001.  We have not
determined the impact of the adoption on our results of operations and financial
position. This change will not affect cash flows.

In July 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 137 "Deferral of the Effective
Date of SFAS  No.  133",  which  defers  the  effective  date of SFAS  No.  133,
"Accounting  for Derivative  Instruments  and Hedging  Activities" to all fiscal
quarters of fiscal years  beginning  after June 15, 2000. In June 2000, the FASB
issued SFAS No. 138, an amendment to SFAS No. 133. We are  currently  evaluating
the  financial  impact of  adoption of SFAS No. 133, as amended by SFAS No. 138.
The  adoption  is not  expected  to have a  material  effect on our  results  of
operations, financial position and cash flows.

In March 2000, the FASB issued  Interpretation  No. 44,  "Accounting for Certain
Transactions  Involving  Stock  Compensation - an  interpretation  of Accounting
Principles  Board  ("APB")  Opinion No. 25" ("FIN No. 44").  The  interpretation
provides  guidance on certain issues  relating to stock  compensation  involving
employees  that arose in applying APB Opinion No. 25. Among other  things,  this
Interpretation  clarifies  (a) the  definition  of an employee  for  purposes of
applying APB No. 25, (b) the criteria for  determining  whether a plan qualifies
as a  noncompensatory  plan,  (c)  the  accounting  for  an  exchange  of  stock
compensation awards in a business combination.  We adopted the provisions of FIN
No. 44 effective  July 1, 2000.  The adoption did not have a material  effect on
our results of operations, financial position and cash flows.

Commitments and Contingencies

We have filed a shelf  registration  statement with the SEC for up to 72,000,000
shares of our common stock that may be offered  from time to time in  connection
with acquisitions.  The registration statement was declared effective by the SEC
on July 14, 1994. As of April 10, 2001,  37,613,079  shares remain available for
future acquisitions.

On July 7, 2000, the Securities and Exchange  Commission  declared our universal
shelf registration statement effective which registered an aggregate of $750,000
of securities (debt,  common stock,  preferred stock and warrants) as well as 20
million shares of our common stock out of  approximately 87 million shares owned
by  our  controlling  stockholders  (Welsh,  Carson,  Anderson  &  Stowe  and an
affiliate of the Blackstone Group).

                                       30
<PAGE>


Subsequent Events

In April 2001, we completed the  acquisition of the Teleponce  cable  television
company for approximately $108,000 in cash, subject to adjustment. The Teleponce
cable systems serve areas in and around Ponce in the southwestern part of Puerto
Rico, have over 37,000 subscribers, and pass by 124,500 homes.

In April 2001,  we announced  that we have  entered into a $150,000,  multi-year
agreement  under which  Global  Crossing  Ltd.  will provide us with fiber optic
undersea  capacity  connecting the Caribbean and the United States. In addition,
as part of the transaction,  Global Crossing and we have entered into a $30,000,
multi-year  agreement  under which we will provide Global Crossing with services
in the Caribbean.

                                       31

<PAGE>


             Cautionary Statement for Purposes of the "Safe Harbor"
       Provisions of the Private Securities Litigation Reform Act of 1995

     This  report  contains  or   incorporates   by  reference   forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  Some of the statements  made in this report are not historical or current
facts, but deal with potential future circumstances and developments.  Where, in
any  forward-looking  statement,  the  Company or its  management  expresses  an
expectation or belief as to future results or actions, there can be no assurance
that the  statement  of  expectation  or belief  will  result or be  achieved or
accomplished.  Forward-looking  statements can be identified by the use of words
"believe",  "expect",  "estimate",  "anticipate",  "project",  "intend",  "may",
"will",  "estimate" and similar  expressions,  or by discussion of strategy that
involve  risks  and  uncertainties.  We  warn  you  that  these  forward-looking
statements are only predictions and estimates,  which are inherently  subject to
risks and uncertainties.

     Taking  into  account  the  foregoing,  the  following  are  identified  as
important  factors that could cause  actual  results to differ  materially  from
those expressed in any  forward-looking  statement made by, or on behalf of, the
Company:

o   general economic, business, political and social conditions in the areas in
    which we operate;
o   our substantial debt obligations;
o   local operating hazards and risks in the areas in which we operate;
o   the ability to attract and retain qualified personnel;
o   the capital intensity of the telecommunications industry;
o   the competitive nature of the  telecommunications  industry,  including
    potential overbuilding by personal communications service providers;
o   price declines in roaming rates;
o   foreign currency risks;
o   opportunities for growth through acquisitions and investments and our
    ability to manage this growth;
o   governmental regulation;
o   changes and developments in technology;
o   subscriber cancellations;
o   restrictive covenants and consequences of default contained in our financing
    arrangements;
o   our ability to manage and monitor billing;
o   safety concerns associated with using wireless telephones while operating an
    automobile;
o   possible health effects of radio frequency transmission;
o   control by certain of our stockholders and anti-takeover provisions; and
o   other factors referenced in our filings with the Securities and Exchange
    Commission.

     Given  these  uncertainties,  readers  are  cautioned  not to  place  undue
reliance on these  forward-looking  statements.  We undertake no  obligation  to
update  or  revise  these   forward-looking   statements   to  reflect   events,
developments or circumstances after the date hereof.

                                       32
<PAGE>




ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is subject to market risks due to  fluctuations in interest rates. A
majority of the  Company's  long-term  debt has  variable  interest  rates.  The
Company  utilizes  interest rate swap and collar  agreements  to hedge  variable
interest  rate risk on a portion of its variable  interest  rate debt as part of
its interest rate risk management program.

The table below  presents  principal (or notional)  amounts and related  average
interest rate by year of maturity for the Company's  long-term debt and interest
rate swap and collar  agreements.  Weighted  average variable rates are based on
implied  forward  rates in the yield  curve as of  February  28,  2001 (based on
information provided by one of the Company's lending institutions):

Amounts in thousands:
<TABLE>
<CAPTION>
                                                         Year ended
                                February 28, February 28, February 29, February 28, February 28,                          Fair
                                   2002         2003         2004         2005         2006     There-after   Total       value
                              ----------------------------------------------------------------------------------------------------
<S>                              <C>          <C>         <C>         <C>            <C>         <C>        <C>         <C>
Long-term debt:
  Fixed rate                     $  2,309     $     86           -            -      $    219    $541,618   $ 544,232   $ 549,042
  Average interest rate             9.29%       13.50%           -            -        10.13%      10.51%      10.51%           -
  Variable rate                  $ 16,750     $ 56,125    $ 78,625    $ 101,125      $123,625    $612,625   $ 988,875   $ 988,875
  Average interest rate (1)         4.92%        5.21%       5.63%        5.83%         5.99%       6.21%       6.02%           -
Interest rate swaps (pay
  fixed, receive variable):
  Notional amount                $350,000     $350,000    $ 50,000            -             -           -           -   $  (4,160)
  Average pay rate                  5.40%        5.89%       5.70%            -             -           -           -           -
  Average receive rate              4.92%        5.21%       5.63%            -             -           -           -           -
Interest rate collar:
  Notional amount                $100,000     $100,000    $100,000            -             -           -           -   $    (534)
  Cap                               7.00%        7.00%       7.00%            -             -           -           -           -
  Floor                             4.45%        4.45%       4.45%            -             -           -           -           -

(1) Represents the average interest rate before applicable margin
</TABLE>

                                       33
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

     To our knowledge,  there are no material  legal  proceedings to which we or
     our subsidiaries are a party or to which any of our property is subject.

ITEM 2.  Changes in Securities and Use of Proceeds

     None

ITEM 3.  Defaults Upon Senior Securities

     None

ITEM 4.  Submission of Matters to a Vote of Security Holders

     None

ITEM 5.  Other Information

     None

ITEM 6.  Exhibits and Report on Form 8-K

     Each exhibit identified below is filed as a part of this report.

     a)       Exhibits

     None


     b)       Reports on Form 8-K

     None

                                       34
<PAGE>

                                                    SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




April 12, 2001



                                                CENTENNIAL COMMUNICATIONS CORP.


                                                /s/
                                                --------------------
                                                Peter W. Chehayl
                                                Chief Financial Officer,
                                                Sr. Vice President and Treasurer
                                                (Chief Financial Officer)



                                                /s/
                                                ---------------------
                                                Thomas E. Bucks
                                                Sr. Vice President-Controller
                                                (Chief Accounting Officer)



                                       35